1. Agreement to these terms
These Terms of Service ("Terms") form a binding agreement between you ("you", "Client") and Grove & Delta, LLC ("Company", "we", "us"). By using this website or engaging us to perform work, you agree to these Terms. If you do not agree, do not use this website or our services.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.
2. Our services
Grove & Delta, LLC is a technology company specializing in software and web development. We provide website development, web application development, WeChat Mini Program development, custom software and systems integration, product and user-interface design, and ongoing maintenance and support.
This website describes our services generally. It is not an offer capable of acceptance, and no work is commissioned by using this website.
3. Proposals, statements of work, and scope
Work begins only under a written proposal, statement of work, or similar written agreement signed by both parties (a "SOW"). Each SOW sets out the deliverables, milestones, timeline, fees, and any assumptions specific to that engagement.
Where a SOW conflicts with these Terms, the SOW governs for that engagement. Anything not described in a SOW is out of scope. Additional work will be quoted and agreed in writing before it is performed.
4. Fees and payment
- Unless a SOW states otherwise, fees are quoted and invoiced in United States dollars.
- Fixed-scope engagements are invoiced against milestones. A deposit is normally required before work begins, with the balance invoiced on delivery of each milestone.
- Retainers and maintenance agreements are invoiced monthly in advance.
- Invoices are payable within the period stated on the invoice. Payments are processed through third-party payment providers, including Stripe.
- Amounts are exclusive of any applicable taxes, duties, or withholdings, which are your responsibility except for taxes on our own income.
- We may suspend work and withhold delivery where an undisputed invoice is overdue.
Refunds, cancellations, and the handling of disputed charges are governed by ourRefund & Dispute Policy, which forms part of these Terms.
5. Your responsibilities
To deliver on time we need timely cooperation. You agree to:
- Provide content, assets, access, feedback, and approvals within agreed timeframes.
- Ensure you hold the rights to any material you supply to us for use in the project.
- Nominate a single decision-maker authorised to approve deliverables.
- Comply with all laws applicable to your business and your use of the deliverables.
Where delays are caused by outstanding inputs or approvals, timelines and milestones will be adjusted accordingly.
6. Intellectual property
Deliverables. On receipt of full and final payment, we assign to you all rights, title, and interest in the custom code, designs, and documentation created specifically for you under a SOW. Until final payment is received, all such material remains our property.
Our background materials. We retain ownership of our pre-existing tools, libraries, frameworks, know-how, and internal components. Where these are included in a deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use them as part of that deliverable.
Third-party components. Open-source and commercial third-party components remain subject to their own licences, which we will identify on request.
Portfolio. Unless agreed otherwise in writing, we may reference the project and display non-confidential visuals in our portfolio and marketing materials. You may withdraw this permission in writing at any time, and we will remove the material within 30 days. We will never disclose your confidential information, data, or unreleased product plans in this way.
7. Confidentiality
Each party will keep the other's confidential information confidential, use it only to perform or receive the services, and protect it with at least reasonable care. These obligations survive termination. We are happy to execute your own non-disclosure agreement before detailed discussions begin.
8. Warranties and disclaimers
We warrant that the services will be performed in a professional and workmanlike manner by suitably qualified personnel, and that deliverables will materially conform to the agreed specification for 30 days after acceptance. Your exclusive remedy for breach of this warranty is re-performance of the non-conforming work or, where we cannot remedy it, a refund of the fees paid for the affected portion.
Except as expressly stated, the services and any deliverable are provided "as is" and we disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that any deliverable will be error-free or that it will achieve any particular commercial result, search ranking, or level of traffic.
9. Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or business opportunity, even if advised of the possibility of such loss. Our total aggregate liability arising out of or relating to an engagement is limited to the total fees paid by you to us under the relevant SOW in the twelve months preceding the event giving rise to the claim.
Nothing in these Terms limits liability that cannot lawfully be limited, including for fraud, wilful misconduct, or death or personal injury caused by negligence.
10. Term and termination
These Terms apply for as long as you use this website or we provide services. Either party may terminate an engagement on 30 days' written notice. We may terminate immediately if you fail to pay an undisputed invoice or materially breach an agreement and do not remedy it within 14 days of notice.
On termination you pay for all work performed and expenses committed up to the effective date of termination, and we deliver work completed to that date.
11. Third-party services
Deliverables may rely on third-party platforms, hosting, APIs, or payment processors. We are not responsible for the availability, pricing, or terms of third-party services, or for changes to them that affect a deliverable. Where possible we will notify you of material changes and quote for any remediation.
12. Changes to these terms
We may update these Terms from time to time. The effective date at the top of this page shows when it was last revised, and material changes will be reflected here. Continued use of this website after an update constitutes acceptance. Terms governing a signed SOW are not changed by an update to this page.
13. Governing law and disputes
These Terms are governed by the laws of the state in which the Company is registered, United States, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located there. Before commencing proceedings, the parties agree to attempt in good faith to resolve any dispute through direct discussion for a period of 30 days.
14. Contact
Grove & Delta, LLC
Email: [email protected]